Marygold Companies, Inc. 10-K

ITEM 1. BUSINESS The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies”) is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below: ● U.S. Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange traded products (“ETFs”): ○ United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and ○ USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”). The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. ● Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary, Printstock Products Limited, a registered New Zealand company, with is principal manufacturing facility in Napier, New Zealand. ● Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. This business was sold in July 2025 as further described below in the Certain Recent Developments – Sale of Brigadier, and in Note 16. Subsequent Events to the audited consolidated financial statements included in this Form 10-K. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● U.S. and U.K. Financial Services: ○ Marygold & Co., a Delaware corporation, and its wholly owned subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are located in Walnut Creek, California; ○ Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries: ■ Marygold & Co. Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and ■ Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. While the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management, and its intention is to continue developing these and similar business segments prospectively. We manage the operations of our subsidiaries and their related businesses on a decentralized basis. There are generally no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive management in the day-to-day business affairs of our operating subsidiaries apart from oversight. Our executive management team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating subsidiaries. Our executive management is also responsible for organizational accountability, corporate governance practices, monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed. We were incorporated in the state of Nevada on January 26, 2000. Our corporate headquarters are located in San Clemente, California. Human capital and resources are an integral part of our businesses. Our business units employed 104 people located in various parts of the world such as, New Zealand, Canada, the United Kingdom and the United States through the fiscal year ended June 30, 2025. This includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward people within their organizations. Given the varied business activities, our business units have policies and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis. Certain Recent Developments Recent Equity Financing On January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock at a price to the public of $1.10 per share (before deduction of underwriting discounts and commissions) in a firm commitment underwritten public offering (“Offering”) pursuant to an underwriting agreement, dated January 26, 2025 (“Underwriting Agreement”) , between us and the Maxim Group LLC (“Maxim”), as sole underwriter and book-running manager for the Offering. Pursuant to the Underwriting Agreement, we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of Common Stock at the public offering price before deduction of underwriting discounts and commissions (“overallotment option”) . Maxim did not exercise its overallotment option. The net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $1.8 million. We intend to use the net proceeds from the Offering to retire or reduce debt, make additional investments in our financial services operations, and for other general working capital and corporate purposes. 4 Table of Contents Recent Note Financing On September 19, 2024, we entered into a note purchase agreement (“Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note, “Notes” ). The initial principal amount of the Notes includes an original issue discount of 9% and expenses the Company agreed to pay to the Holder to cover the Holder’s transaction costs. The original issue discount of the Initial Note was $360,000. Interest on the principal amount of the Notes accrues at a rate of 9% per annum. We may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an additional amount payable equal to 6% of the portion of the outstanding balance (including accrued interest) being repaid. The Subsequent Note would have a principal amount of $2,180,000, which will have terms substantially similar to the terms of the Initial Note. The original issue discount on the Subsequent Note, if issued, will be $180,000. The Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend, stock split or similar transaction); issue any securities pursuant to an equity line of credit, standby equity purchase agreement or similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement and other transaction documents. The Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental transaction” occurs without Holder’s prior written consent: (h) we, USCF Investments or any of the USCF Investments subsidiaries, fail to observe covenants in our agreements with the Holder; (i) we default in observing or performing any covenant in the transaction documents; (j) any representation in the transaction documents is or becomes false or incorrect; (i) we effect a reverse stock split without 20 trading days’ prior written notice to the Holder; (k) any judgment is entered against us for more than $500,000 which remains unstayed for more than 20 days unless consented to by the Holder; (m) our shares cease to be DTC (Depositary Trust Company) eligible; or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our ongoing business operations. A “fundamental transaction” occurs if: we merge with another entity; we dispose of all or substantially all of our assets; we allow more than 50% of our voting shares to be acquired by another person; we enter into a share purchase agreement with a third party that acquires more than 50% of our shares; we recapitalize or reclassify our shares; we transfer a material asset to a subsidiary; we pay a dividend to our stockholders; or any person or group becomes the beneficial owner of 50% of the ordinary voting power of our shares. Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”). Alternatively, the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together with any applicable default amount. 5 Table of Contents Our obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments, Inc. and (ii) a security interest in all of the assets of the Company. Further, our Chief Executive Officer’s trust, the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of our obligations to the Holder under the Note and (ii) a pledge of all of our common stock owned by the Gerber Trust. Beginning on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right to require the Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $200,000 with respect to the Subsequent Note, if issued, plus any interest accrued thereunder and an additional amount payable equal to 6% of the principal amount and accrued interest redeemed. We have the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to the Holder. If we exercise our deferral right, the outstanding balance automatically increases by 0.85% for each instance that the deferral right is exercised by us, which cannot be exercised more than once every ninety calendar days. Pursuant to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months thereafter, the Holder will have the right, but not the obligation, with our prior written consent, to reinvest up to an additional $10,000,000 in us on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each). We engaged Maxim to serve as placement agent for the transaction between us and the Holder in exchange for an aggregate commission equal to 7% of the gross cash proceeds received by us from the sale of the Notes. As of June 30, 2025, the Initial Note payable balance outstanding, net of the original issue discount and fees paid, was $1.3 million, all of which is due within 12 months from June 30, 2025, assuming no deferral rights are exercised. The effective interest rate for this Note is 41.3%. Interest expense for this Note during the fiscal year 2025 was $1.2 million which included $0.6 million of amortization of debt issuance costs. Equity Distribution Agreement On March 7, 2025, we entered into an Equity Distribution Agreement (“Equity Distribution Agreement”) with Maxim, pursuant to which we may offer and sell, from time to time in our sole discretion, shares of our common stock through or to Maxim, as sales agent or principal. The offer and sale, if any, of shares of common stock under the Equity Distribution Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-283898) (“Shelf Registration Statement”) which was filed with the Securities and Exchange Commission (“SEC”) on December 18, 2024, and became effective on December 27, 2024, the base prospectus included therein (“Base Prospectus”), and a prospectus supplement that we filed by with the SEC on March 7, 2025 (“ATM Prospectus Supplement;” Base Prospectus and ATM Prospectus Supplement, “Prospectus”). Pursuant to the terms of the Equity Distribution Agreement, we may offer and sell shares of our common stock from time to time through or to Maxim, as sales agent or principal, having an aggregate offering price of up to $4,650,000. The Equity Distribution Agreement also requires until May 28, 2025, the date of the expiration of the standstill period in our underwriting agreement with Maxim for our recent underwritten public offering (“standstill period”), sales of the common stock be made at a minimum price per share of $1.50 unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share (“Minimum Price”). Under the Equity Distribution Agreement, Maxim may sell shares of our common stock by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“Securities Act”), including sales made directly or through the NYSE American LLC or any other existing trading market in the United States for our common stock, to or through a market maker, in privately negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, subject to the Minimum Price. 6 Table of Contents We are not obligated to sell any shares under the Equity Distribution Agreement. The timing and amount of any sales of our shares will depend on a number of factors to be determined by us. Each time we wish to issue and sell shares under the Equity Distribution Agreement, we will deliver to Maxim a placement notice setting forth the number of shares to be issued and sold, the dates on which such sales may be made, the limitation on the number of shares to be sold in any one day, and any minimum price below which sales may not be made. Unless Maxim declines to accept the terms of such placement notice, subject to the terms and conditions of the Equity Distribution Agreement, Maxim has agreed to use its commercially reasonable efforts consistent with its normal trading practices to sell such shares up to the amount specified in such placement notice. We will pay Maxim in cash a commission equal to 3.00% of the aggregate gross proceeds from such sale of shares, reimburse certain legal fees and disbursements, and provide Maxim with customary indemnification and contribution against certain liabilities under the Securities Act. The Equity Distribution Agreement also includes customary representations, warranties and covenants including that both parties agree their entry into the Equity Distribution Agreement represents a waiver of the standstill period. The Equity Distribution Agreement will automatically terminate upon the earlier of the sale of all of the shares under the Equity Distribution Agreement or twelve months from the date of the Equity Distribution Agreement. In addition, the Equity Distribution may be terminated by us upon ten (10) days prior written notice to Maxim. Maxim may terminate the Equity Distribution Agreement if, in its sole discretion, it is not satisfied with the results of its and its representatives review of us and our business. As of June 30, 2025, we have not sold any shares of our common stock pursuant to the Equity Distribution Agreement. Sale of Brigadier On June 19, 2025, we entered into a Stock Purchase Agreement (“Purchase Agreement”) with SKCAL LLC, an Arizona limited liability company (“Buyer”), whose president and sole member, Scott Schoenberger, is also a director of Marygold and the beneficial owner of 10.9% of our outstanding voting stock. Pursuant to the Agreement, we agreed to sell 100% of the issued and outstanding shares of our wholly owned Canadian subsidiary, Brigadier Security Systems (2000) Ltd. a Canadian registered corporation (“Brigadier”), located in Regina and Saskatoon, Saskatchewan, Canada (“Brigadier”), to the Buyer for total consideration of $2.2 million, subject to certain adjustment either upwards or downwards in accordance with the differences, if any between the total net working capital (“TNWC”) and the final net working capital (“NWC”), translated to United States currency as of the closing date and under the terms and conditions set forth in the Purchase Agreement. The closing (“Closing”) of the sale of Brigadier took place on July 1, 2025 (“Closing Date”). As required under the Purchase Agreement, an initial payment of $0.2 million was paid three business days following the execution and delivery of the Purchase Agreement by the parties. An additional $1.0 million was paid on or about the Closing Date. A final payment of $1.1 million was paid on September 1, 2025 in accordance with the adjustment as provided hereinabove. As a result of the upward adjustment, the total purchase price consideration was $2.3 million. The Purchase Agreement contains certain representations, warranties, covenants, and rights to indemnification by both of the parties and was subject to customary closing conditions. Subsidiary Business Overview U.S. ETF Fund Management - USCF Investments In 2016, we acquired all of the issued and outstanding stock in USCF Investments, Inc., a Delaware corporation (“USCF Investments”). USCF Investments is a U.S. corporation organized in the state of Delaware. USCF Investments is the parent and sole member of two fund management limited liability companies formed in the state of Delaware: United States Commodity Funds, LLC (“USCF LLC”) and USCF Advisers, LLC (“USCF Advisers”). USCF LLC and USCF Advisers are each registered as a commodity pool operator, and each is a member of the National Futures Association. USCF Advisers is also registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.” USCF LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETF trust and funds it manages. Currently, USCF LLC and USCF Advisers collectively manage and service 16 ETFs, the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The ETFs managed by USCF LLC and USCF Advisers have a combined total of $2.8 billion in assets under management (“AUM”) as of June 30, 2025. USCF LLC Managed and Sponsored Funds Currently, USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its shares or interests pursuant to the Securities Act: USCF LLC is general partner of the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in 2009 7 Table of Contents USCF LLC is the sponsor of the following funds, each a series of the United States Commodity Index Funds Trust (“USCIF Trust”) United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in 2010 USCF Advised or Managed Funds USCF Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust. Pursuant to investment advisory agreements, USCF Advisers provides an investment program for each series of the ETF Trust and manages the investment of the funds’ assets. USCF Advisers is fund manager for the following series of the ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”) Fund launched in 2018 USCF Midstream Energy Income Fund (“UMI”) Fund launched in 2021 USCF Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”) Fund launched in 2021, Ticker symbol change in 2024 USCF Dividend Income Fund (“UDI”) Fund launched in 2022 USCF Sustainable Battery Metals Strategy Fund (“ZSB”) Fund launched in 2023 USCF Energy Commodity Strategy Absolute Return Fund (“USE”) Fund launched in 2023 USCF Sustainable Commodity Strategy Fund (“ZSC”) Fund launched in 2023 Fund Sub-Advised by USCF Advisers USCF Daily Target 2X Copper Index ETF (“CPXR”) Fund launched in 2025 USCF Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage. USCF Investments’ subsidiaries each earn monthly management and advisory fees based on their agreements with each fund. The management fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period. Many of the company’s expenses are dependent upon the amount of average AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by average AUM. For the year ended June 30, 2025, 70% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Natural Gas Fund, LP and USCF Midstream Energy Income Fund. For the year ended June 30, 2024, 75% of USCF Investments’ revenue was attributable to its subsidiaries’ management of United States Oil Fund, LP; United States Natural Gas Fund, LP and United States Commodity Index Fund. Competition USCF Investments competes with other commodity fund managers which include larger, better-financed companies and other boutique companies that offer ETFs similar to those offered by USCF Investments. Also, the larger and better financed competitors may be able to sponsor, develop and offer new ETFs more readily than USCF Investments. Many of these competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the discovery, research and development of ETFs and the commercialization of those ETFs. Our competitors’ ETFs may have better performance, lower expenses or advisory fees, or are more effectively marketed and sold, than any products we may commercialize. USCF Investments believes that it has carved out a unique set of ETFs that were first to market and it continues to create and launch funds that remain focused on its core business platform in the commodity sector of non-renewable energy while expanding its commodity index funds between broad commodities, equity and a mix of commodities and equities index funds. The ability to create and launch bespoke funds and series funds that provide exposure to certain commodity and equity groups allows USCF Investments to compete in this industry space as a boutique investment management company. USCF Investments will continue to develop and consider new fund opportunities identified through its research efforts and review of market needs. However, the cost of launching and seeding new funds is dependent upon the availability of existing and new capital resources. The ability to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital is expected to be challenging. Regulation USCF Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations generally applicable to the investment advisory services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) under the Commodities Exchange Act of 1936, as amended (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act and as a CPO under the CEA. Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act as well as regulatory obligations by the NYSE Arca under its continued listing standards. Each series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act and subject to the rules and regulations thereunder. Employees USCF Investments’ operating subsidiaries have 13 full-time employees, a majority of whom are located in its Walnut Creek, California office. The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed fund’s assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly. USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these advisory services. The ETF Trust funds that USCF Advisers advise bear the expenses of its independent board of trustees. Independent trustee expenses are apportioned on a pro rata basis over each fund affiliated with USCF Investments. Intellectual Property USCF Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with the U.S. Patent and Trademark Office (“PTO”). The funds for which USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC. USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities. 8 Table of Contents Litigation Please refer to “Note 14. Commitments and Contingencies – Litigation” to the consolidated financial statements included in this Form 10-K. Food Products - Gourmet Foods In 2015, we acquired Gourmet Foods, Ltd., a registered New Zealand company. Gourmet Foods is a commercial-scale bakery producing meat pies, sausage rolls and patisserie cakes from leased manufacturing facilities located in Tauranga, New Zealand. These products are sold through distribution channels throughout New Zealand under the brand names Ponsonby Pies and Pats Pantry. Primary customers include national grocery chains, convenience stores and petrol stations. In 2020, Gourmet Foods acquired Printstock Products Limited (“Printstock”), a Flexographic printing company based in Napier, New Zealand that prints specialty wrappers for the food industry primarily in New Zealand including those used by Gourmet Foods. Printstock’s operating results are consolidated with those of Gourmet Foods. Gourmet Foods and Printstock are collectively referred to hereinafter as “Gourmet Foods.” Products and Customers Gourmet Foods has two major product lines: 1) baking and 2) food wrapper printing. While these product lines are comprised of different customers and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies its products to the manufacturers in the New Zealand food industry, some of which are competitors of Gourmet Foods, and the inclusion of Printstock in Gourmet Foods’ operations does not extend its presence beyond the food industry. Therefore, for the purpose of segment reporting, both revenue streams are considered part of the same “food products” segment, which is how it is evaluated by the Company’s Chief Operating Decision Maker. Baking and Printing: Within the baking sector Gourmet Foods has three major customer groups: 1) grocery stores, 2) gasoline convenience stores, and 3) independent retailers and cafes. The grocery industry in New Zealand is dominated by several large chain operations, each of which is a customer of Gourmet Foods. There can be no assurance that these customers will continue to purchase products from Gourmet Foods, however, in view of the length of the relationship with such customers, management believes that such customers will continue purchasing Gourmet Foods’ products. In the gasoline convenience store market customer group, Gourmet Foods supplies a marketing consortium of gasoline dealers operating under the same brand and a consortium of gasoline convenience stores. This consortium comprised 55% of the total revenue for the bakery sector in fiscal 2025. The third major customer group is independent retailers and cafes. The printing sector of Gourmet Foods’ revenues is comprised of many customers, some large and some small. The two largest customers in the printing sector represented 59% of printing sector revenue in fiscal 2025. Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available locally. However, the after-effects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping. These cost increases, coupled with the rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, its ability to meet market demand in a timely manner. In response to these pressures, Gourmet Foods has discontinued sales of lower margin products to some grocery outlets resulting in lower gross sales revenues, but higher margins. Gourmet Foods is focused on securing the best prices available for raw materials in the local market and joining other manufacturers of food products in efforts to encourage grocery outlets to adopt price increases in the coming fiscal year. 9 Table of Contents Competition Gourmet Foods competes with other commercial-scale manufacturers of meat pies in New Zealand. Competitors’ products may be more effectively marketed and sold, than products Gourmet Foods may commercialize. Larger competitors in New Zealand also enjoy economies of scale in production allowing them to offer products at lower retail prices, making it difficult for us to compete in the growing online sales channel of home deliveries. In an effort to expand its market presence and limit competitive interference, Gourmet Foods from time to time creates new products such as vegan pies, sausage rolls, and other items currently novel to New Zealand. Upon market acceptance of these new entrants, Gourmet Foods is able to sustain higher profit margins in the absence of direct competition. Gourmet Foods has also improved a portion of its supply chain by acquiring Printstock, which prints the food wrappers utilized by Gourmet Foods. Printstock, in turn, also faces competition from other New Zealand-based printing companies who offer similar services to the food production industry. Seasonality The location of Gourmet Foods in the southern hemisphere provides it with a warm Christmas holiday season and some increased business as customers tend to be traveling and purchase more ready-to-eat foods. Although this increase in sales is observable, it is not deemed significant. Regulation In New Zealand, Gourmet Foods is required to have certain permits from health regulatory agencies and export permits for certain products it exports. Gourmet Foods is also subject to local regulations customary in the food processing, manufacturing and distribution industry in New Zealand. Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, had 48 full-time employees in New Zealand as of June 30, 2025. Intellectual Property Ponsonby Pies and Pat’s Pantry are registered trademarks of Gourmet Foods, Ltd. in New Zealand. These trademarks will expire or renew on February 13, 2028 and November 6, 2027, respectively. Security Systems - Brigadier In 2016, we acquired all of the issued and outstanding stock in Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian corporation. Brigadier was originally established in 1985. Brigadier has two office locations, one in Regina (formerly Elite Security, now Brigadier Elite) and one in Saskatoon (formerly Brigadier Security, now Brigadier Elite), in the Canadian Province of Saskatchewan. Brigadier sells and installs alarm systems, security monitoring hardware, access controls, ULC approved fire monitoring panels, and comprehensive security systems to commercial and residential customers under the brand name “Brigadier Elite” throughout the province of Saskatchewan. Services, Products and Customers Brigadier is a leading electronic security company in the province of Saskatchewan. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings. Its experience as the provider of choice for many large notable sites shows a commitment to design, service and support. Brigadier specializes and is certified to offer several major manufacturers’ products, including: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. Brigadier is an authorized SecurTek dealer and is the largest SecurTek dealer in the province of Saskatchewan. SecurTek is owned by SaskTel, Saskatchewan’s leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company. 10 Table of Contents Brigadier is partially dependent upon its contractual relationship with SecurTek that provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, but that alternate solutions would be available if such monitoring company terminates its agreement with Brigadier. Sales to its largest customer, which includes contracts and recurring monthly support fees, were 44% of Brigadier’s total revenue for the year ended June 30, 2025 as compared to 42% for the year ended June 30, 2024. Sources and Availability of Materials Brigadier purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from a variety of sources. The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing Brigadier with a broad choice of suppliers. Brigadier bases its vendor selection on several criteria including: price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer. Brigadier is not reliant on any one supplier. Competition Brigadier competes with several larger, better financed companies that offer similar products and services in Saskatchewan and Canada generally as well as globally. In addition, Brigadier may face increasing competition as disruptive technologies enter the market. However, with respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes that opportunities exist to capitalize on the deployment of new technologies within this market. Brigadier’s management will continue efforts to capture additional customers through organic growth and a focus on quality. Seasonality Due to its location in Canada, winter weather may negatively affect its ability to complete some installations, particularly those involving new construction. For this reason, during the period from November through March Brigadier’s revenue is typically lower than during other months of the year. Employees Brigadier had 18 full-time employees in Canada as of June 30, 2025. Brigadier was sold to a related party on July 1, 2025 (see “Certain Recent Developments – Sale of Brigadier” and Note 16. Subsequent Events to the audited consolidated financial statements in this Form 10-K). Beauty Products - Original Sprout In 2017, our wholly-owned subsidiary, Kahnalytics, Inc., acquired all of the assets of Original Sprout LLC and subsequently adopted the fictitious business name “Original Sprout”. Original Sprout LLC was founded in 2003. Original Sprout is engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on Original Sprout’s website. Original Sprout operates from warehouse and sales offices located in San Clemente, California. Products and Customers As a result of the COVID-19 pandemic, Original Sprout has adjusted its primary distribution and marketing channels. Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas during COVID-19 that resulted in social distancing and closures of retail businesses, consumers avoided traditional sales outlets. In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, transitioned from its wholesale distribution model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers. The negative effects of this transition resulted in reduced sales and increased operating losses as a result of the cancellation of domestic distribution channels. This trend is expected to continue as Original Sprout engages in new brand representation and secures reliable sales channels for its new and existing product lines. As a result, we recorded an impairment loss of $1.4 million during fiscal 2024 related to the goodwill and other intangible assets for Original Sprout. Original Sprout sells its products through five distribution channels: ● direct sales to end users via online shopping carts; ● sales made to an exclusive reseller on Amazon; ● sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers; ● sales to domestic wholesale distributors of products to professional salons, and ● to retail stores selling to end users either from the shelf or online. 11 Table of Contents During the year ended June 30, 2025, Original Sprout did not have any significant customers; however, certain of Original Sprout’s customers may, from time to time, become significant during a reporting period. Sources and Availability of Materials Original Sprout is reliant upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout, manufacture its products in accordance with proprietary formulas, package them in appropriate containers supplied by Original Sprout, and deliver the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies is unable to provide such services, there are other similar production and packaging companies available at competitive pricing. Because of the nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in a timely fashion or at the expected price point. To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply of all products in stock. Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders. Competition Original Sprout distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiates it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout. As more entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition and resources than Original Sprout. Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors, nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence. Original Sprout believes that these steps will allow for the growth of annual revenues and market share protection, though there can be no assurance that such efforts will be sufficient to offset the effects of competition in the future. Seasonality There is no significant seasonality for sales of products by Original Sprout, although sales may fluctuate around traditional holidays, and sales of certain products, such as sunscreen, are lower in winter months than in summer months. Regulation Original Sprout is not required to have permits or inspections by regulatory agencies for the products it formulates and distributes in the U.S.; however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes. For export, Original Sprout is often required to submit its products to foreign government agencies or certified laboratories for ingredient testing prior to being accepted for import as a “safe” product. We believe that Original Sprout products comply with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed. Intellectual Property The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original Sprout” are registered trademarks of Original Sprout and will expire or renew on August 16, 2031 and September 9, 2028, respectively. Employees Original Sprout had eight full-time employees, not including temporary workers or “temp-to-hire” status workers, in California as of June 30, 2025. U.S. and U.K. Financial Services – Marygold US and Marygold UK Marygold US In 2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”) headquartered in Walnut Creek, California. In 2020, Marygold formed an investment advisory subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware, limited liability company (“Marygold Advisors”) as a wholly owned subsidiary of Marygold and registered the company as an investment adviser under the Investment Advisers Act. Effective February 6, 2025, Marygold Advisors withdrew from registration as an investment adviser under the Investment Advisers Act. Marygold and together with Marygold Advisors, are hereinafter referred to as, “Marygold US.” Marygold US completed its development phase and the launch of its mobile Fintech app in June 2023. Marketing of the app to consumers commenced later that year and ceased its marketing efforts in January 2025. As of March 31, 2025, Marygold US ceased offering app services in the U.S. and removed the app from the online Playstores. Although the app performed as anticipated, Marygold US’ marketing efforts did not result in consumer adoption rates necessary to reach anticipated revenue targets. Further app development for the U.S. and operations have been paused; amounts held in customer accounts were refunded and all accounts were closed effective as of the end of fiscal year 2025. The Marygold US app is a peer-to-peer (“P2P”) Fintech digital mobile banking app that facilitates the transfer of cash between two or more people that, unlike competitor apps, does not require both parties to each have the Marygold digital app in order to transfer cash. Marygold US app users were able to choose to transfer or receive cash within the U.S. efficiently if both users had the app or they could have chosen to send or receive a check mailed by the U.S. Postal Service or send and receive by ACH, email address or by providing a mobile number. This feature is called PayAnyone ® . Every Marygold US app user received a free debit Mastercard ® issued by a partner bank upon completion of a secure onboarding process. Along with the PayAnyone ® feature, the Marygold US app also allowed users to “Tap & Pay” anywhere Mastercard ® is welcome nationwide as well as for use with online shopping. The Marygold US app has the ability to split payments/bills without fees or limits between users. Marygold’s debit Mastercard ® connected to a widely accepted ATM network system but ATM transactions have fees associated with the use and withdrawal of cash like most bank ATM out of network machines. In addition to Marygold US’ P2P features, its investment advisory firm Marygold Advisors, provided educational information on personal investing and money management tips through the app. Users were able to invest their money utilizing timeline target oriented money pools (“Money Pools”) as part of its bespoke budgeting app product. The Money Pool feature allowed users a resource for saving money through use of Money Pool target goals. When a user wanted to budget, invest and grow their savings towards a goal such as purchasing a car, app users could use the Money Pool savings and investing feature to set a timeline goal for which they would need to grow their money in order to save enough through investing in Money Pools. The use of Money Pools could increase their initial investment toward their timeline goals and/or target purchase. After users inputted their target savings goal into the Money Pool app feature, the app provided a choice of ten Money Pools for a user to choose from. The investment risk decreased or increased depending on the initial investment and goal-oriented time frame chosen. Marygold Advisors further enhanced a user’s experience by creating an investment calculator tool within the app that provided users the ability to view their hypothetical target goal investment potential. The Company devoted considerable resources to the development, marketing and support of Marygold US’ proprietary Fintech app and while Marygold US decided to pause operations and further development of the Fintech app in the U.S. market, the Company continues to seek funding options or partners to facilitate a re-entry into the U.S. Fintech market and/or licensing arrangements for the app in the future. We continue to offer a version of the app in the United Kingdom and expect to evaluate the acceptance and success of the Fintech app and seek to obtain market information that may be useful in the event of a relaunch in the U.S. 12 Table of Contents Intellectual Property Marygold US has a registered flower design mark and other registered trademarks. The underlying code compiled in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold US. The duration of the trademark registration is open ended until abandoned by Marygold US. Trade secrets are generally protected by non-disclosure agreements. Employees As of June 30, 2025, Marygold US had no full-time employees. Marygold UK In 2021, we expanded our financial services into the United Kingdom by incorporating a new entity called, Marygold & Co. (UK) Limited, a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England, (“Marygold UK”). In June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”). Tiger Financial, a private company incorporated and registered in England and Wales, has a registered office in Northampton, England. In October 2024, Tiger Financial changed its name to “Marygold & Co. Limited”. Marygold & Co. Limited has its registered office in Northampton, England. Marygold & Co. Limited is an asset manager regulated by the United Kingdom Financial Conduct Authority. In May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. Step-By-Step is an asset manager and registered investment advisor regulated by the United Kingdom Financial Conduct Authority. For a description of the terms of our acquisition of Step-By-Step, please refer to “Note 6. Business Combinations” to our consolidated financial statements included in this Form 10-K. In addition to its function as a holding company for U.K. investments and acquisitions, Marygold UK was formed to introduce a Marygold UK Fintech app into the United Kingdom with features designed to provide a suite of personal savings tools all integrated into a user’s digital world. The Marygold UK Fintech app was soft-launched in England during April 2025. The app has a “Piggy Bank” function, that enables users to take control of their financial future by providing the digital tools they need to save money more efficiently. The Piggy Bank app feature encourages mindful spending, adding customizable barriers to the visibility of savings and fostering long-term habits through an “out of sight, out of mind” approach. A Me2Me app feature will allow people to move their money between accounts and the app will be able to create custom notifications to encourage a user to put some money into their savings account. Through their partner bank in the UK, Griffin Bank Ltd., the app also offers a high yield savings account that is available to individuals and businesses. Griffin Bank Ltd. provides protections to Marygold UK customers as an authorized bank by the Prudential Regulation Authority and further regulated by the Financial Conduct Authority of the U.K. The Marygold UK app currently is only available in the UK. Marygold & Co. Limited and Step-By-Step, together with Marygold UK are hereinafter collectively referred to as “Marygold UK”. Operations of Marygold UK are included in our consolidated financial statements beginning on the respective dates of acquisition. As of June 30 2025, Marygold UK had a total of nine employees. As of June 30, 2025, Marygold UK had $80.2 million in combined AUM. Marygold UK earns revenues in the form of advisory fees based on a percentage of the AUM. Marygold UK is planning to introduce the Marygold Fintech app to its customers and, more broadly, in the U.K. within the coming fiscal year. Marygold UK has yet to earn significant revenue from deployment of its Fintech app as of June 30, 2025. Competition As an investment advisor, both Marygold & Co. Limited and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the U.K. These two separate target markets have allowed Marygold & Co. Limited and Step-By-Step to succeed and grow their business despite a competitive landscape. Expectations are that the introduction of the Marygold Fintech app to their clientele will accelerate growth and further differentiate them from competitors who do not offer this capability. Trademark Marygold UK has begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the Marygold Fintech app. Available Information We maintain a website at www.themarygoldcompanies.com . Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K or our other securities filings with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors may electronically access our SEC filings. Controlled Company Status Pursuant to a voting agreement dated January 27, 2015, Nicholas Gerber and Scott Schoenberger, through their respective family trusts, have voting and investment power with respect to more than 50% of the voting stock on matters that may have a material impact on our strategy and shareholder rights. Because more than 50% of the combined voting power of all our outstanding voting stock is beneficially owned by Messrs. Gerber and Schoenberger, we are deemed a “controlled company” as defined in section 801(a) of the NYSE American Company Guide. As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors. 13 Table of Contents